Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Agro Phos India Limited

Meeting Details

The 24th Annual General Meeting was held on Wednesday, September 30, 2026, at Hotel Rasa Royal situated at 93-B, WB Scheme No. 94, Near Bombay Hospital, Vijay Nagar, Indore (MP) 452010. The meeting commenced at 12:30 PM and concluded at 01:30 PM.

Proposed Resolutions and Implications

Nine resolutions were considered at the meeting:

1. Ordinary Resolution: To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) for the year ended March 31, 2026

2. Ordinary Resolution: Appointment of Mr. Abhishek Kalekar (DIN: 07758751) as Director liable to retire by rotation

3. Special Resolution: To appoint Mrs. Sakina Dharwala (DIN: 11919621) as an Independent Director

4. Special Resolution: To appoint Mr. Chandresh Kumar Gupta (DIN: 09042779) as an Independent Director

5. Special Resolution: To approve material related party transaction limits with AP India Biotech Private Limited

6. Ordinary Resolution: To ratify material related party transaction limits with Shri Tulsi Phosphate Limited for FY 2024-2025

7. Ordinary Resolution: To approve material related party transaction limits with Shri Tulsi Phosphate Limited

8. Special Resolution: To approve material related party transaction limits with Bharat Phosphates & Chemicals Private Limited

9. Ordinary Resolution: To ratify and approve payment of remuneration to cost auditors M/s. Sudeep Saxena & Associates, Cost Accountants at Rs. 1,20,000/- Plus GST Plus reimbursement of out-of-pocket expenses for FY 2026-2027

Voting Process and Methods

The voting process utilized both electronic voting (e-voting) and physical polling at the meeting venue. The e-voting period remained open from Sunday, September 27, 2026 (09:00 A.M.) to Tuesday, September 29, 2026 (05:00 P.M.). Shareholders holding shares either in physical form or dematerialized form as of the record date (Wednesday, September 23, 2026) were entitled to vote.

Key Voting Outcomes

Overall Participation

  • Total number of shareholders on record date: 18,890
  • Shareholders present in the meeting: 30 (10 Promoters/Promoter Group, 20 Public)
  • No shareholders attended through video conferencing
  • Total votes cast represented 62.71% of outstanding shares

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements)

  • Total votes: 12,714,119 (62.71% of outstanding shares)
  • In favor: 12,714,094 (100% of votes cast)
  • Against: 25 (negligible)

Resolution 2 (Ordinary - Director Appointment)

  • Total votes: 12,714,119 (62.71% of outstanding shares)
  • In favor: 12,714,094 (100% of votes cast)
  • Against: 25 (negligible)

Resolution 3 (Special - Independent Director)

  • Total votes: 12,714,119 (62.71% of outstanding shares)
  • In favor: 12,714,094 (100% of votes cast)
  • Against: 25 (negligible)

Resolution 4 (Special - Independent Director)

  • Total votes: 12,714,119 (62.71% of outstanding shares)
  • In favor: 12,714,094 (100% of votes cast)
  • Against: 25 (negligible)

Resolution 5 (Special - Related Party Transaction)

  • Total votes: 6,437,854 (31.75% of outstanding shares)
  • In favor: 6,437,829 (99.9996% of valid votes)
  • Against: 25 (0.0004%)
  • Invalid votes: 4,789,160 (promoter votes treated as invalid due to conflict of interest)

Resolution 6 (Ordinary - Related Party Transaction)

  • Total votes: 6,500,854 (32.06% of outstanding shares)
  • In favor: 6,500,829 (99.9996% of valid votes)
  • Against: 25 (0.0004%)
  • Invalid votes: 4,789,160 (promoter votes treated as invalid due to conflict of interest)

Resolution 7 (Ordinary - Related Party Transaction)

  • Total votes: 6,500,854 (32.06% of outstanding shares)
  • In favor: 6,500,829 (99.9996% of valid votes)
  • Against: 25 (0.0004%)
  • Invalid votes: 4,789,160 (promoter votes treated as invalid due to conflict of interest)

Resolution 8 (Special - Related Party Transaction)

  • Total votes: 2,075,694 (10.24% of outstanding shares)
  • In favor: 2,075,669 (99.9988% of valid votes)
  • Against: 25 (0.0012%)
  • Invalid votes: 364,000 (promoter votes treated as invalid due to conflict of interest)

Resolution 9 (Ordinary - Cost Auditor Remuneration)

  • Total votes: 12,714,119 (62.71% of outstanding shares)
  • In favor: 12,714,094 (100% of votes cast)
  • Against: 25 (negligible)

Category-wise Voting Breakdown:

  • Promoter and Promoter Group: Held 11,002,425 shares (54.25% of total)
  • Public Institutions: Held 0 shares
  • Public Non-Institutions: Held 9,271,690 shares (45.75% of total)

Scrutinizer's Role and Findings

Mr. Neelesh Gupta, Partner of NPG & CO., Practicing Company Secretary (Membership No. 6381 and CP No. 6846), was appointed as Scrutinizer by the Chairman of the meeting. The scrutinizer was responsible for:

  • Scrutinizing votes cast through electronic means and physical polling
  • Maintaining separate registers for e-voting and physical poll votes
  • Downloading vote details from the NSDL e-voting website (www.evoting.nsdl.com)
  • Unblocking votes on September 30, 2026 after 04 P.M. in the presence of two witnesses (Ms. Nividhi Thakur and Mr. Naman Dubey)
  • Ensuring fair and transparent voting process

The scrutinizer confirmed that all resolutions received the requisite majority and were duly passed.

Compliance with Laws and Regulations

The voting process was conducted in compliance with:

  • Section 108 and 110 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended
  • Regulation 44(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Additional Information

  • Company Registered Office: M-87, Trade Centre, 18, South Tukoganj, Indore (M.P)
  • NSE Symbol: AGROPHOS
  • Total outstanding shares: 20,274,115
  • All nine resolutions were passed successfully